MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. P.O. Box 34729 * North Kansas City, MO 64116 * (816)303-4500 * Fax (816)221-1829 April 9, 2004 TO HOLDERS OF UNITS OF Maxus Real Property Investors-Four, L.P. Dear Unit Holder:
MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
P.O. Box 34729 * North Kansas City, MO 64116 * (000)000-0000 *
Fax (000)000-0000
April 9, 2004
TO HOLDERS OF UNITS OF
Maxus Real Property Investors-Four, L.P.
Dear Unit Holder:
Everest Properties II, LLC a California limited liability company (“Everest”), has recently offered to purchase up to 570 Units of limited partnership interests (“Units”) of Maxus Real Property Investors-Four, L.P. (the “Partnership”) at a cash purchase price of $500 per Unit, less the amount of distributions made to you after the date of the offer and less any transfer fees imposed by the Partnership for each transfer. As of March 31, 2004, there were a total of 11,371 outstanding Units. Based on the information provided in Everest’s offer to purchase, Everest’s address is 000 Xxxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000.
The Partnership expresses no opinion and is remaining neutral toward Everest’s tender offer. Notwithstanding the Partnership’s decision to remain neutral toward the Everest’s tender offer, the Partnership believes it is important for unit holders to consider the following information in addition to the information set forth in Everest’s offer to purchase:
• | Pursuant to the Partnership’s limited partnership agreement, no limited partner may transfer less than five (5) Units (or two (2) Units in the case of an IRA) and no partial transfer may result in any limited partner holding less than five (5) Units (or two (2) Units in the case of an IRA) without the express written consent of the Partnership’s general partner. |
• | On November 25, 2003, the Partnership commenced an odd-lot offer to purchase up to 3,887 Units at $450 per Unit from limited partners holding 15 or fewer Units (the “Odd-Lot Offer”), which expired on December 26, 2003. In connection with the Odd-Lot Offer, the Partnership redeemed 90 Units. An affiliate of the Partnership, Bond Purchase, L.L.C., purchased five (5) Units on March 4, 2004 for $500 per Unit in a private transaction. Xxxxx X. Xxxxxxx, an officer and director of the Partnership’s managing general partner owns 86% of the equity interests of Bond Purchase, L.L.C. |
• | The Units currently are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This means, among other things, that the Partnership is required to file periodic reports with the Securities and Exchange Commission (the “SEC”) and to comply with the SEC’s proxy and tender offer rules. The Partnership currently has 587 record holders of Units. If there is reduction in the number of record |
holders of 88 record holders or more in connection with Everest’s tender offer or otherwise, the Partnership could apply to de-register the Units under the Exchange Act because the Units would be held by less than 500 record holders and the Partnership’s total assets have not exceeded $10,000,000 on the last day of each of the Partnership’s three most recent fiscal years. In such event, it is possible that the Partnership would determine it is in the best interest of the Partnership to de-register the Units because it would reduce legal and accounting expenses of the Partnership, in which case the Partnership would no longer file periodic reports with the SEC. The Partnership would, however, continue to send limited partners annual reports and other reports required by the Partnership's limited partnership agreement. |
As with any contemplated sale, Xxxxx recommends that unit holders carefully review the offer and the Partnership’s publicly available reports and consult with their own tax or financial advisors to determine the consequences of acceptance or rejection of the proposed offer. Each unit holder’s situation is unique, so consultation with personal advisors may be helpful.
Sincerely, | |
Maxus Real Property Investors-Four, L.P. |